SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 6, 2026

Gurminder Sangha
Chief Executive Officer
Linear Minerals Corp.
700 West Georgia Street
25th Floor
Vancouver, British Columbia, Canada, V7Y 1B3

 Re: Linear Minerals Corp.
 Form 20-F for Fiscal Year Ended March 31, 2025
 File No. 000-29870
Dear Gurminder Sangha:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 6, 2026

Gurminder Sangha
Chief Executive Officer
Linear Minerals Corp.
700 West Georgia Street
25th Floor
Vancouver, British Columbia, Canada, V7Y 1B3

 Re: Linear Minerals Corp.
 Form 20-F for Fiscal Year Ended March 31, 2025
 File No. 000-29870
Dear Gurminder Sangha:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended March 31, 2025
Exhibits 13-1 and 13-2, page 1

1. Please amend your filing to include Section 906 certifications that
reference the correct
 fiscal year end of March 31, 2025, rather than March 31, 2024. Refer to
Item 601(b)(32)
 of Regulation S-K.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 February 6, 2026
Page 2

 Please contact Myra Moosariparambil at 202-551-3796 or Kimberly Calder
at 202-551-
3701 if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 6, 2024
Gurminder Sangha
President and Chief Executive Officer
FE Battery Metals Corp.
700 West Georgia Street, 25th Floor
Vancouver, British Columbia, Canada, V7Y 1B3
Re:FE Battery Metals Corp.
Form 20-F for Fiscal Year Ended March 31, 2023
File No. 000-29870
Dear Gurminder Sangha:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

   COVER

BY EDGAR FILING

April 10, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

Attention: Jennifer O’Brien

   RE:

   FE Battery Metals Corp.

   Form 20-F for Fiscal Year Ended March 31, 2023

    File No. 000-29870

Dear Madame:

We refer to your letter dated March 21, 2024 (the “Letter”) seeking the Company’s response to the issues set out in the Letter for the Commission’s review of the Company’s filing of its Form 20-F for the Fiscal Year Ended March 31, 2023.

The Company’s responses to your comments are set out in Appendix 1 to this letter, following the numbering used in the Letter for ease of reference and with further Appendix 2 containing the requested amendments to Item 4 of the Form 20-F.

Should you have any queries in relation to the above, please do not hesitate to contact me.

Best regards,

James Mackie, CGA, CPA
778-875-2638

Cc: Gurminder Sangha

Suite 241 - 1055 West Georgia Street, Vancouver, BC Canada V6E 3P3 Tel: (604) 375-6005

APPENDIX 1
Responses to SEC’s Letter dated February 12, 2024

   Comment Reference Number

   Issues

   Amended Page Number

   1.

   Item 4. Information on the Company

D. Property, Plant and Equipment, page 19.

We note that your proposed revised disclosure includes maps for all properties, however you have omitted maps for the Electron Lithium Property, Quebec, North Spirit Property, Ontario, and Senay Lithium Property. Please include a summary map showing the location of all properties as required by Item 1303(b)(1) of Regulation S-K. Alternatively, you may include individual maps for each of these properties.

   Response

   The Company has revised its property disclosure in Item 4 as required by Item 1303(b)(1) of Regulation S-K with the addition of maps to the properties identified above. Please refer to the attached Appendix 2 - Item 4, which contains the above-mentioned changes.

   2.

   We note that your proposed revised disclosure includes a table that summarizes exploration expenses. We note that certain properties, such as Kaslo Silver, Kootenay Lithium, Phyllis Cobalt, Scramble Gold, and Shaw Gold, appear to no longer be held by the company. If true, please modify the table to include a footnote that identifies properties that are no longer held by the company.

   Response

   The Company has modified the table mentioned to include a footnote that identifies the properties that are no longer held by the Company. Please refer to the attached Appendix 2 - Item 4, which contains the above-mentioned change.

     3.

   For each material property, please disclose the annual fees associated with
maintaining your mineral rights as required by Item 1304(b)(1)(iii) of Regulation S-K.

   Response

   The Company has revised its disclosure to include the disclosure of annual fees and work commitments required to keep it material property the Augustus Lithium Project in good standign . Please refer to the attached Appendix 2 - Item 4, which contains the above-mentioned change.

Suite 241 - 1055 West Georgia Street, Vancouver, BC Canada V6E 3P3 Tel: (604) 375-6005

United States securities and exchange commission logo
March 21, 2024
Gurminder Sangha
President and Chief Executive Officer
FE Battery Metals Corp.
700 West Georgia Street, 25th Floor
Vancouver, British Columbia, Canada, V7Y 1B3
Re:FE Battery Metals Corp.
Form 20-F for Fiscal Year Ended March 31, 2023
File No. 000-29870
Dear Gurminder Sangha:
            We have reviewed your March 8, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our February 12,
2024 letter.
Form 20-F for Fiscal Year Ended March 31, 2023
Item 4. Information on the Company
D. Property, Plant and Equipment , page 19
1.We note that your proposed revised disclosure includes maps for all properties, however
you have omitted maps for the Electron Lithium Property, Quebec, North Spirit Property,
Ontario, and Senay Lithium Property.  Please include a summary map showing the
location of all properties as required by Item 1303(b)(1) of Regulation S-K. Alternatively,
you may include individual maps for each of these properties.
2.We note that your proposed revised disclosure includes a table that summarizes
exploration expenses.  We note that certain properties, such as Kaslo Silver, Kootenay
Lithium, Phyllis Cobalt, Scramble Gold, and Shaw Gold, appear to no longer be held by
the company.  If true, please modify the table to include a footnote that identifies
properties that are no longer held by the company.

 FirstName LastNameGurminder Sangha
 Comapany NameFE Battery Metals Corp.
 March 21, 2024 Page 2
 FirstName LastName
Gurminder Sangha
FE Battery Metals Corp.
March 21, 2024
Page 2
3.For each material property, please disclose the annual fees associated with
maintaining your mineral rights as required by Item 1304(b)(1)(iii) of Regulation S-K.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

   COVER

BY EDGAR FILING

March 8, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

Attention: Jennifer O’Brien

   RE:

   FE Battery Metals Corp.

   Form 20-F for Fiscal Year Ended March 31, 2023

    File No. 000-29870

Dear Madame:

We refer to your letter dated February 12, 2024 (the “Letter”) seeking the Company’s response to the issues set out in the Letter for the Commission’s review of the Company’s filing of its Form 20-F for the Fiscal Year Ended March 31, 2023.

The Company’s responses to your comments are set out in Appendix 1 to this letter, following the numbering used in the Letter for ease of reference and with further Appendixes 2-5 containing the requested amendments to the Form 20-F.

Should you have any queries in relation to the above, please do not hesitate to contact me.

Best regards,

James Mackie, CGA, CPA
778-875-2638

Cc: Gurminder Sangha

Suite 241 - 1055 West Georgia Street, Vancouver, BC Canada V6E 3P3 Tel: (604) 375-6005

APPENDIX 1
Responses to SEC’s Letter dated February 12, 2024

   Comment Reference Number

   Issues

   Amended Page Number

   1.

   Item 4. Information on the Company

D. Property, Plant and Equipment, page 19.

Please clearly distinguish between material and non-material properties and provide the disclosure under subpart 1300 of Regulation S-K, as required by the Instructions to Item 4 of Form 20-F. Summary disclosure should include a summary of all properties, including material and non-material properties, and include the information required by Item 1303(b) of Regulation S-K. The individual property disclosure should include the information required by Item 1304 of Regulation S-K for each material property.

The summary disclosures should appear in advance of and incremental to the individual property disclosures. The information required for the individual property disclosure are more extensive and detailed in comparison.

Please revise your filing to include and differentiate between the summary and individual property disclosures to comply with the aforementioned guidance

   Response

   The Company has revised property disclosure in Item 4 as required under subpart 100 of Regulation S-K, as required by the Instructions to Item 4 of Form 20-F. Please refer to the attached Appendix 2 - Item 4 which contains the above mentioned changes.

   2.

   Please revise to include disclosure regarding your internal controls related to your exploration program as required by Item 1305 of Regulation S-K.

   Response

   The Company has amended its disclosure regarding the Company’s internal controls in Item 4 as required by Item 1305 of Regulation S-K. . Please refer to the attached Appendix 2 - Item 4 which contains the above mentioned change.

     Item 15. Controls and Procedures

		 Management’s Report on Internal Control over Financial Reporting, page 46

     3.

   Please revise your disclosure to identify the version of the COSO Framework you used in your evaluation of the Company’s internal control over financial reporting (i.e., 1992 or 2013). Refer to Item 308(a)(2) of Regulation S-K..

   Response

   The Company has revised its disclosure regarding the version of the COSO Framework. Please refer to Appendix 3 - Item 15 in the attached Form 20-F/A for the above mentioned changes.

Suite 241 - 1055 West Georgia Street, Vancouver, BC Canada V6E 3P3 Tel: (604) 375-6005

     Exhibit F-1

Report of Independent Registered Public Accounting Firm, page 2

   4.

   We note the audit opinion indicates that the “financial statements” include “a summary of significant accounting policies and other explanatory information.” Please make arrangements with your auditor to revise their report to specifically reference “the related notes and any related schedule(s)” in the first sentence of the first paragraph. Refer to PCAOB Auditing Standard 3101.08(d).

   Response

   The report has been revised by the Company’s auditor. See attached Appendix 4 which includes the above mentioned changes.

   5.

   We note that in addressing matters of going concern, the audit opinion states “the existence of a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern.” Please make arrangements with your auditor to revise their report to clearly state that there is substantial doubt about your ability to continue as a going concern, if true. Refer to PCAOB Auditing Standard 2415.

   Response

   The report has been revised by the Company’s auditor. See attached Appendix 4 which includes the above mentioned changes.

     Notes to the Financial Statements

2. Significant Accounting Policies

(a) Statement of Compliance, page 8

     6.

   We note your statement that these “financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 1, Presentation of Financial Statements (“IAS 1”) as issued by the International Accounting Standards Board (“IASB”).” Please revise this disclosure to state unreservedly and explicitly that the financial statements comply with IFRS as issued by the IASB. Refer to Item 17(c) of Form 20-F.

   Response

   The disclosure has been revised to state that the financial statements comply with IFRS as issued by the IASB. See attached Appendix 5 which includes the above mentioned changes

     General

     7.

   Your filing does not include the required Inline XBRL presentation in accordance with Item 405 of Regulation S-T. Please file an amendment to the filing to include the required Inline XBRL presentation.

   Response

   The Company will complete the amendment to the filing to include the required Inline XBRL presentation. The Company intends to complete this amendment following the approval and acceptance of all other  amendments requested to be made in the Letter.

     8.

   It appears that you have not furnished interim financial information on Form 6-K. Per General Instruction B to Form 6-K, this information is required to be furnished in the U.S. when certain criteria are met as outlined in the General Instruction. Please revise to furnish your interim financial information on Form 6-K, or tell us why you are not required to furnish this information.

   Response

   The Company has revised and filed its most recent interim financial information on Form 6-K for the interim period ended December 31, 2023.

Suite 241 - 1055 West Georgia Street, Vancouver, BC Canada V6E 3P3 Tel: (604) 375-6005

United States securities and exchange commission logo
February 12, 2024
Gurminder Sangha
President and Chief Executive Officer
FE Battery Metals Corp.
700 West Georgia Street, 25th Floor
Vancouver, British Columbia, Canada, V7Y 1B3
Re:FE Battery Metals Corp.
Form 20-F for Fiscal Year Ended March 31, 2023
File No. 000-29870
Dear Gurminder Sangha:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended March 31, 2023
Item 4. Information on the Company
D. Property, Plant and Equipment, page 19
1.Please clearly distinguish between material and non-material properties and provide the
disclosure under subpart 1300 of Regulation S-K, as required by the Instructions to Item 4
of Form 20-F.  Summary disclosure should include a summary of all properties, including
material and non-material properties, and include the information required by Item
1303(b) of Regulation S-K. The individual property disclosure should include the
information required by Item 1304 of Regulation S-K for each material property.

The summary disclosures should appear in advance of and incremental to the individual
property disclosures.  The information required for the individual property disclosure are
more extensive and detailed in comparison.

 Please revise your filing to include and differentiate between the summary and individual
property disclosures to comply with the aforementioned guidance.

 FirstName LastNameGurminder Sangha
 Comapany NameFE Battery Metals Corp.
 February 12, 2024 Page 2
 FirstName LastName
Gurminder Sangha
FE Battery Metals Corp.
February 12, 2024
Page 2
2.Please revise to include disclosure regarding your internal controls related to your
exploration program as required by Item 1305 of Regulation S-K.
Item 15. Controls and Procedures
Management's Report on Internal Control over Financial Reporting, page 46
3.Please revise your disclosure to identify the version of the COSO Framework you used in
your evaluation of the Company's internal control over financial reporting (i.e., 1992 or
2013). Refer to Item 308(a)(2) of Regulation S-K.
Exhibit F-1
Report of Independent Registered Public Accounting Firm, page 2
4.We note the audit opinion indicates that the “financial statements” include “a summary of
significant accounting policies and other explanatory information.” Please make
arrangements with your auditor to revise their report to specifically reference “the related
notes and any related schedule(s)” in the first sentence of the first paragraph. Refer to
PCAOB Auditing Standard 3101.08(d).
5.We note that in addressing matters of going concern, the audit opinion states “the
existence of a material uncertainty that casts significant doubt about the Company’s
ability to continue as a going concern.” Please make arrangements with your auditor to
revise their report to clearly state that there is substantial doubt about your ability to
continue as a going concern, if true. Refer to PCAOB Auditing Standard 2415.
Notes to the Financial Statements
2. Significant Accounting Policies
(a) Statement of Compliance, page 8
6.We note your statement that these “financial statements, including comparatives, have
been prepared in accordance with International Accounting Standard 1, Presentation of
Financial Statements (“IAS 1”) as issued by the International Accounting Standards Board
(“IASB”).” Please revise this disclosure to state unreservedly and explicitly that the
financial statements comply with IFRS as issued by the IASB. Refer to Item 17(c) of
Form 20-F.
General
7.Your filing does not include the required Inline XBRL presentation in accordance with
Item 405 of Regulation S-T.  Please file an amendment to the filing to include the required
Inline XBRL presentation.

 FirstName LastNameGurminder Sangha
 Comapany NameFE Battery Metals Corp.
 February 12, 2024 Page 3
 FirstName LastName
Gurminder Sangha
FE Battery Metals Corp.
February 12, 2024
Page 3
8.It appears that you have not furnished interim financial information on Form 6-K. Per
General Instruction B to Form 6-K, this information is required to be furnished in the U.S.
when certain criteria are met as outlined in the General Instruction. Please revise to
furnish your interim financial information on Form 6-K, or tell us why you are not
required to furnish this information.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jennifer O'Brien at 202-551-3721 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters. You
may contact John Coleman at 202-551-3610 with questions about engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3561
January 16, 2018

Via E -mail
Dennis Cojuco
Chief Financial Officer
First Energy Metals Limited
#1601 -675 West Hastings Street
Vancouver, British Columbia, Canada, V6B1N2

Re: First Energy Metals Limited
 Form 20-F for Fiscal Year Ended March 31, 2017
Filed August 1, 2017
File No. 000 -29870

Dear Mr. Cojuco :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

     JW Filed by Filing Services Canada Inc. 403-717-3898

January 10, 2018

Ms. Suying Li

Office of Beverages, Apparel and Mining

US Securities and Exchange Commission

Washington, DC 20549

USA

Dear Ms. Li,

RE: First Energy Metals Limited (the “Company’)
with File # 000-29870

Further to the US Securities and Exchange
Commission’s comment letter dated December 19, 2017, the Company’s responses are as follows:

Comment: Please present your financial statements under Item
18, rather than Item 17, of Form 20-F.

Response: The Company has
amended its disclosure on its Form 20F/A dated January 9, 2018 to reflect the presentation of its financial statements under Item
18 instead of under Item 17 of Form 20F/A.

Comment: Please make arrangements with the former auditor referenced
in the other matter paragraph to include their Audit report on your financial statements for the fiscal years ended march 31, 2016
and 2015 in an amended filing.

Response: The Company has
included Morgan and Company LLP’s, the former auditor, auditors’ report for the years ended March 31, 2016 and 2015;
and

Comment: Please make arrangements with your auditor for their
report to clearly state that there is substantial doubt about your ability to continue as a going concern, if true.

Response: The Company has
included a revised audit report by its current auditors which removed the language “may” within the Emphasis of Matter
section of their audit report.

Please feel free to contact the undersigned
should you have any questions.

Sincerely,

“Dennis Cojuco”

Dennis Cojuco

CFO

dcojuco@firstenergymetals.com

CORRESP
1
filename1.htm

     JA Filed by Filing Services Canada Inc. 403-717-3898

FIRST ENERGY METALS LIMITED

(formerly Agave Silver Corp.)

Suite 900 – 580 Hornby Street

Vancouver, BC V6C 3B6

[Ph.] 604.632-9602

January 4, 2018

Ms. Suying Li

Office of Beverages, Apparel and Mining

US Securities and Exchange Commission

Washington, DC 20549

USA

Dear Ms. Li,

RE: First Energy Metals Limited (the “Company’)
with File # 000-29870

Further to our recent phone conversations,
the Company confirms receipt of the US SEC’s comment letter dated December 19, 2017 with respect to the Company’s Form
20F for fiscal year ended March 31, 2017. As the comment letter was received days before the 2017 holiday break, certain of the
parties involved in providing the response have been away and with return to office dates of January 8, 2018. Accordingly, the
Company kindly requests for an extension to file its response to no later than January 17, 2018. The Company would greatly appreciate
your favorable response to its request for an extension.

Please feel free to contact the undersigned
should you have any questions.

Sincerely,

“Dennis Cojuco”

Dennis Cojuco

CFO

dcojuco@firstenergymetals.com

Mail Stop 3561
December 19, 2017

Via E -mail
Dennis Cojuco
Chief Financial Officer
First Energy Metals Limited
#1601 -675 West Hastings Street
Vancouver, British Columbia, Canada, V6B1N2

Re: First Energy Metals Limited
 Form 20-F for Fiscal Year Ended March 31, 2017
Filed August 1, 2017
File No. 000 -29870

Dear Mr. Cojuco :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 20 -F for Fiscal Year Ended March 31, 2017

Item 17 . Financial Statements, page 54

1. Please present your financial statements under Item 18, rather than Item 17,  of Form 20 -
F.  Refer to General Instruction E(c)(2) of Form 20 -F.

Item 19. Exhibits, page 55
Exhibit 99.1

Report of Independent Registered Chart ered Professional Accountants, page 2

2. Please make arrangements with the former auditor referenced in the other matter
paragraph to include their audit report on your financial statements for the fiscal years

Dennis Cojuco
First Energy Metals Limited
December 19, 2017
Page 2

 ended March 31, 2016 and 2015 in an amended filing.  Refer to Item 8.A.3 of Form 20 -F
and Rule 2 -05 of Regulation S -X.

3. Audit opinions using conditional language, like “may”, in expressing a conclusion
concerning the existence of substantial doubt about an entity’s ability to continue as a
going con cern are not appropriate.  Please make arrangements with your  auditor for their
report to clearly state that there is substantial doubt about your ability to continue as a
going concern, if true.   Refer to PCAOB Auditing Standard 2415.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Suying Li  at (202) 551 -3335 or me at (202) 551 -3769 with an y questions.

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

March 23, 2015

Via E -Mail
Ronald M. Lang
Chief Executive Officer
Agave Silver Corp.
#1601 -675 West Hastings Street
Vancouver, British Columbia
Canada, V6B 1N2

Re: Agave Silver Corp .
 Form 20 -F for the Fiscal Year Ended March 31, 2014
Filed July 30, 2014
File No. 000 -29870

Dear Mr. Lang:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

CORRESP
1
filename1.htm

    AGAVE SILVER CORP.

    TSX venture Exchange: AGV

    1601 – 675 West Hastings Street
    U.S. 20-F Registration: 000-29870

    Vancouver, BC Canada V6B 1N2
    OTC Bulletin Board: ASKDf

    Tel: (604) 687-4622 Fax: (604) 687-4212
    Frankfurt Stock Exchange: dfl

    Toll free: 1-888-267-1400 Email: info@agavesilver.com

March
20, 2015

United States Securities and Exchange Commission

Washington, D.C. 20549

Attention: 	     Tia L. Jenkins, Senior Assistant Chief Accountant

             Office of Beverages, Apparel and
Mining

Dear Sirs:

Re:	     Agave Silver Corp.

Form 20-F for the Fiscal Year Ended March
31, 2014

Filed July 30, 2014

File No. 000-29870

In response to your letter dated February 6, 2015, and subsequent
amendment on February 12, 2015, we wish to inform you that the Company has amended its Form 20-F to include the Section 906 Certifications
and Section 302 Certifications. An amended Index has also been filed.

Furthermore, we hereby acknowledge that:

 · the company is responsible for adequacy and accuracy of the disclosure in the filing;

 · staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing; and

 · the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Yours truly,

AGAVE SILVER CORP.

/s/Ronald Lang

Ronald Lang

President and CEO

February 6, 2015

Via E -Mail
Ronald M. Lang
Chief Executive Officer
Agave Silver Corp.
#1601 -675 West Hastings Street
Vancouver, British Columbia
Canada, V6B 1N2

Re: Agave Silver Corp .
 Form 20-F for the Fiscal Year Ended March 31, 2014
Filed July 30, 2014
File No. 000 -29870

Dear Mr. Lang :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment  applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have additional comments .

Form 20 -F for the Fiscal Year Ended March 31, 2014

Item 19. Exhibits, page 70

1. Please amend your Form 20 -F to include the required Section 906 certifications.  Refer to
Exhibit 13  (Item 13 of Instructions as to Exhibits)  of Form 20 -F.

We urge all persons who are responsible for  the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Ronald  M. Lang
Agave Silver Corp .
February 6, 2015
Page 2

 In responding to our comment, please provide a written statement from the company
acknowledging that:

 the company is re sponsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Blaise Rhodes  at (202) 551 -3774  or Rufus Decker, Branch Chief,  at
(202) 551 -3769 if you have questions regarding our comment.

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

          June 2, 2008    Mr. Frank A. Lang Chairman, President and CEO Cream Minerals Ltd. 570 Granville Street, Suite 1400 Vancouver, B.C., Canada  V6C 3P1
 Re: Cream Minerals Ltd.
  Form 20-F for Fiscal Year Ended March 31, 2007
Filed October 2, 2007
  File No. 0-29870

  Dear Mr. Lang:
We have completed our review of your Form 20-F and related filings and have no
further comments at this time.         S i n c e r e l y ,            B r a d  S k i n n e r         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CC Filed by Filing Services Canada Inc. 403-717-3898

CREAM MINERALS LTD.

     TSX VENTURE EXCHANGE: CMA

1400 – 570 Granville Street
         OTC BULLETIN BOARD: CRMXF

Vancouver, BC  Canada V6C 3P1                         FRANKFURT STOCK EXCHANGE: DFL

Tel: (604) 687-4622   Fax: (604) 687-4212

Toll free: 1-888-267-1400  Email: info@creamminerals.com

May 16, 2008

U.S. Securities and Exchange Commission

VIA EDGAR

Division of Corporate Finance, Mail Stop 7010

100 F Street, NE

Washington, DC  20549-8020

Attention: Brad Skinner, Senior Assistant Chief Accountant

Dear Mr. Skinner:

Re: Cream Minerals Ltd. (the “Company”)

Form 20-F for Fiscal Year Ended March 31, 2007 - SEC File No. 0-29870

Further to your letter of May 12, 2008, we are providing additional comments in relation to our response letter dated January 24, 2007, to your original letter dated December 27, 2007 (the “Comment Letter”), regarding the above captioned Annual Report filing (the “Filing”).

General

Comment 1

As per your request the undersigned in his capacity as President and CEO of the Company hereby acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the Filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert staff comments as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Engineering Comment

Comment 2

The references to tonnage and grade estimates have been removed from the Filing as requested.

Yours truly,

CREAM MINERALS LTD.

“FRANK A. LANG”

Frank A. Lang, President and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
       May 12, 2008
 Mr. Frank A. Lang Chairman, President and CEO Cream Minerals Ltd. 570 Granville Street, Suite 1400 Vancouver, B.C., Canada  V6C 3P1
 Re: Cream Minerals Ltd.
  Form 20-F for Fiscal Year Ended March 31, 2007
Filed October 2, 2007
  File No. 0-29870

Dear Mr. Lang:
We have reviewed your response letter and have the following comments.  We
have limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.

Form 20-F for the Fiscal Year Ended March 31, 2007

 General

1. Our prior letter dated December 27, 2007, requested that you provide, in writing,
a statement from the company acknowledging that:

*  the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the filing; and

*  the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please provide the requested letter, which should be filed in the Edgar system as correspondence.

Mr. Frank A. Lang
Cream Minerals Ltd. May 12, 2008 Page 2

 2. Please file the amended Form 20-F that you proposed filing in your letter to us dated January 24, 2008.  The amendment should also include the changes requested in the engineering comment below.

Engineering Comment

3. We note your response in which you state the historical tonnage and grade estimates were taken from a technical report, filed on Edgar, which contained the appropriate disclaimers indicating these historical reserve estimates were not compliant with National Instrument 43-101.  As these tonnage and grade estimates are not compliant with N.I. 43-101, they may not be disclosed, despite their inclusion in a compliant technical report.  Please remove the tonnage and grade estimates from your filing.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   You may contact Sandy Eisen at (202) 551-3864 if you have questions regarding comments on the financial statements and related matters.  You may contact George K. Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3489 with any other questions.         S i n c e r e l y ,            B r a d  S k i n n e r         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CC Filed by Filing Services Canada Inc. 403-717-3898

CREAM MINERALS LTD.

TSX VENTURE EXCHANGE: CMA

1400 – 570 Granville Street                                   OTC BULLETIN BOARD: CRMXF

Vancouver, BC  Canada V6C 3P1                        FRANKFURT STOCK EXCHANGE:
 DFL

Tel: (604) 687-4622   Fax: (604) 687-4212

Toll free: 1-888-267-1400  Email: info@creamminerals.com

January 24, 2008

U.S. Securities and Exchange Commission

VIA EDGAR

Division of Corporate Finance

Mail Stop 7010

100 F Street, NE

Washington, DC  20549-8020

Attention: Brad Skinner, Senior Assistant Chief Accountant

Dear Mr. Skinner:

Re: Cream Minerals Ltd. (SEC File No. 0-29870) (the “Company”)

Annual Report on Form 20-F for Period Ended March 31, 2007

We are replying to your letter dated December 27, 2007 (the “Comment Letter”), regarding the above captioned Annual Report filing (the “Filing).

Form 20-F for the Fiscal Year Ended March 31, 2007

Controls and Procedures, page 69

1.

Your filing indicates that this section is not applicable.  Although the management’s annual report on internal control over financial reporting and an attestation report of your public accounting firm is not yet required, disclosures regarding disclosure controls and procedures and changes in internal control over financial reporting are required.  Refer to the instructions for Form 20-F.

Comment 1

We concur with your comments and the disclosures regarding disclosure controls and procedures and changes in internal control over financial reporting has been inserted in the attached amended Annual Report in Form 20-F dated January 24, 2008, hereinafter referred to as Amended Form 20-F.

Other

2.

It appears that you have not provided interim financial information on Form 6-K.  Please note that this information is required to be provided in the U.S. when it is required in Canada.  See General Instruction B top Form 6-K.

Comment 2

The interim financial statements and management discussion for the three months ended June 30, 2007, and other corporate information were filed on September 10, 2007, under accession number 0001137171-07-001198.

The interim financial statements and management discussion for the six months ended September 30, 2007, and other corporate information were filed on December 18, 2007, under accession number 0001137171-07-001686.

Engineering Comments

General

3.

Please insert a small-scale map showing the location and access to each property, as required by Instruction 1(a) to Item 4.D of Form 20-F.  Please note that SEC’s EDGAR program now accepts Adobe PDF files and digital maps, so please include these maps in any amendments that are uploaded to EDGAR.  It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear at the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR manual, and if additional assistance id required, please call Filer Support at 202-551-8900.  We believe the guidance in Instruction 1(a) to Item 4.D of Form 20-F would generally require maps and drawings to comply with the following features:

·

A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

·

A graphical bar scale should be included.  Additional representations of scale such as “one inch equals one mile” may be utilized provided the original scale of the map has not been altered.

·

A north arrow.

·

An index map showing where the property is situated in relationship to the state or province, etc., in which it was located.

·

A title of the map or drawing, and the date on which it was drawn.

·

In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.

Comment 3

Various maps have been inserted in the applicable places in the Amended Form 20-F on pages 20, 21, 26, 29, 33 and 34.

Property Description, page 21

1.

With the passage of National Instrument 43-101 in Canada, disclosure using non-SEC reserve definitions and resource estimates is allowed for Canadian incorporated companies under the exception in Instruction 3 to paragraph (b)(5) of Industry Guide 7.  However, all mineral reserve or resource estimates that you disclose under this provision must meet the standards of National Instrument 43-101.  Since you disclose that you cannot confirm that such information relating to the Sewa River places is in compliance with NI 43-101, you may need to remove disclosure of related estimates.

Comment 4

A Technical Report, compliant with Canadian securities legislation pursuant to National Instrument 43-101, on Alluvial Diamond Properties EPL 1/94 and EPL 5/94 Sierra Leone, dated November 15, 2005, and the Certificate of Author and Consent of Author on the same date was filed on EDGAR under Accession Number 0001137171-05-002324 on December 9, 2005.  The Technical Report was prepared to detail the historical work and recommendations for additional exploration in a two-phase program.  The information presented in the Company’s Annual Report filing, which is the subject of your letter of December 27, 2007, was a direct quote from the author of the Technical Report, Mr. Charles K. Ikona, P.Eng.  Throughout the Technical Report and in the summary, its is stated that the historical reserve and resource estimates are just that, historical, and that the lease, as at the date of the Technical Report, contains no mineral reserves or resources and it cannot be assumed that further work will develop any such reserves or resources.  The Company has attempted to utilize the technical aspects of the Technical Report, with all the related disclaimers, to detail the information relating to the two alluvial diamond properties as a basis for conducting exploration programs on the property.  Throughout the description of the properties and the descriptions of the work programs we have tried to detail the programs undertaken, including problems encountered.  We have endeavoured to be factual and explain the programs in as plain and simple language as possible, with all the attendant risks.

Yours truly,

CREAM MINERALS LTD.

“FRANK A. LANG”

Frank A. Lang, President and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
       December 27, 2007
 Mr. Frank A. Lang Chairman, President and CEO Cream Minerals Ltd. 570 Granville Street, Suite 1400 Vancouver, B.C., Canada  V6C 3P1
 Re: Cream Minerals Ltd.
  Form 20-F for Fiscal Year Ended March 31, 2007
Filed October 2, 2007
  File No. 0-29870

Dear Mr. Lang:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments. Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the Fiscal Year Ended March 31, 2007

 Controls and Procedures, page 69

 1. Your filing indicates that this section is not applicable.  Although the management’s annual report on internal control over financial reporting and an attestation report of your public accounting firm is not yet required, disclosures regarding disclosure controls and procedures and changes in internal control over financial reporting are required.  Refer to the instructions for Form 20-F.
    Other

Mr. Frank A. Lang
Cream Minerals Ltd.
December 27, 2007 Page 2

 2. It appears that you have not provided interim financial information on Form 6-K.  Please note that this information is required to be provided in the U.S. when it is required in Canada.  See General Instruction B top Form 6-K
 Engineering Comments

 General

 3. Please insert a small-scale map showing the location and access to each property, as required by Instruction 1(a) to Item 4.D of Form 20-F.  Please note that SEC’s EDGAR program now accepts Adobe PDF files and digital maps, so please include these maps in any amendments that are uploaded to EDGAR.  It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR manual, and if additional assistance is required, please call Filer Support at 202-551-8900. We believe the guidance in Instruction 1(a) to Item 4.D of Form 20-F would generally require maps and drawings to comply with the following features:

• A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

• A graphical bar scale should be included.  Additional representations of scale such as "one inch equals one mile" may be utilized provided the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relationship to the state or province, etc., in which it was located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.
 Property Description, page 21

Mr. Frank A. Lang
Cream Minerals Ltd.
December 27, 2007 Page 3

4. With the passage of National Instrument 43-101 in Canada, disclosure using non-SEC reserve definitions and resource estimates is allowed for Canadian incorporated companies under the exception in Instruction 3 to Paragraph (b)(5) of Industry Guide 7.  However, all mineral reserve or resource estimates that you disclose under this provision must meet the standards of National Instrument 43-101.  Since you disclose that you cannot confirm that such information relating to the Sewa River places is in compliance with NI 43-101, you may need to remove disclosure of the related estimates.
  Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Frank A. Lang
Cream Minerals Ltd. December 27, 2007 Page 4

 You may contact Sandy Eisen at (202) 551-3864 if you have questions regarding comments on the financial statements and related matters.  You may contact George K. Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3489 with any other questions.         S i n c e r e l y ,            B r a d  S k i n n e r         Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
										April 18, 2005
via facsimile and U.S. mail

Mr. Rodrigo Romo
SEC and Legal Counsel
Cream Minerals Ltd.
570 Granville Street, Suite 1400
Vancouver, British Columbia
Canada	A1

	Re:	Cream Minerals Ltd.
		Form 20-F, filed September 30, 2004
		File No. 000-29870

Dear Mr. Romo:

      We have reviewed the above filing and have the following
engineering comments.  Our review has been limited to the areas
identified below.   Please provide us a response to the comments
and
include the appropriate disclosure in future filings.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Engineering Comments

General

1. For the properties, provide the disclosures in future filings
as
required by Industry Guide 7 (b).  In particular, provide:
* The location and means of access to the properties.
* Any conditions that must be met in order to obtain or retain
title
to the property.
* A brief description of the rock formations and mineralization of
existing or potential economic significance on the properties.
* A description of the present condition of the properties.
* A description of any work completed on the properties.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the properties.
* The total cost of the properties incurred to date and planned
future costs.
* The source of power that can be utilized at the properties.
* If applicable, provide a clear statement that the properties are
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

2. Insert a small-scale map showing the location, access and
political boundaries adjacent to the properties in future filings.
Note that SEC`s EDGAR program now accepts digital maps, so please
include these in any future amendments that are uploaded to EDGAR.
It is relatively easy to include automatic links at the
appropriate
locations within the document to GIF or JPEG files, which will
allow
the figures and/or diagrams to appear in the right location when
the
document is viewed on the Internet.  For more information, please
consult the EDGAR manual, and if you need addition assistance,
please
call Filer Support at 202-942-8900.  Otherwise, provide the map to
the staff for our review.

Geological Setting, Page 18

3. This document contains far too much detailed technical
information, which tends to obscure what is important to the
average
investor. In future filings perform the following:
* Present information in clear, concise sections, paragraphs, and
sentences easily understandable to the average reader.
* Whenever possible, use short explanatory sentences and bullet
lists.
* Avoid highly technical terminology.
* Use descriptive headings and subheadings.
* Minimize repetitive disclosure that increases the size of the
document but does not enhance the quality of the information.

Mineralization, Page 21

4. The fifth paragraph of the section discloses some undefined and
grab samples.  As a general checklist, when reporting the results
of
sampling and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally, use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
some
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
Revise future filings accordingly.

5. Disclose the following in future filings:
* The nature of the ownership or interest in the property.
* Any other underlying agreements or interests in the property.
* Indicate whether the mining claims are State or Federal claims.
* Provide names, claim, or grant number, date of recording and
expiration date, so the claims can be distinguished from other
claims
in the area
* Disclose the conditions the company must meet to keep these
claims.
* Disclose the area of the claims, either in hectares or acres.
Revise to fully discuss the material terms of the land or mineral
rights securing agreements.  Refer to paragraph (b) (2) of
Industry
Guide 7.

6. This filing refers to mines and other mineral properties that
exist in the area of companies` property.  This may allow
investors
to infer that the property may have commercial mineralization,
because of its proximity to these mines and properties.  In future
filings remove information about mines, prospects, or companies
operating in or near to your property.  Focus your disclosure on
the
company`s property.

7. To the extent that the web site contains disclosure about
adjacent
or other properties on which the company has no right to explore
or
mine, include the following language along with the following
cautionary note, including the bolding and indenting:
"This web site also contains information about adjacent properties
on
which we have no right to explore or mine.  We advise U.S.
investors
that the SEC`s mining guidelines strictly prohibit information of
this type in documents filed with the SEC.  U.S. investors are
cautioned that mineral deposits on adjacent properties are not
indicative of mineral deposits on our properties."

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
amendments to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact George (Ken) Schuler, mining engineer, at
(202)
824-5527 or, in his absence, Roger Baer, mining engineer, at (202)
942-2965, if you have questions regarding engineering comments.
Please contact me at (202) 942-1870 with any other questions.
Direct
all correspondence to the following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director
??

??

??

??

Mr. Rodrigo Romo
Cream Minerals Ltd.
April 19, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>